How do I close an Estonian company?

Two planned ways to close

Which route you can use depends on whether the company ever started activities. Both end with the company being deleted from the e-Business Register.

Both routes need care. If you are unsure which applies, ask your accountant or service provider before filing anything, because a petition that doesn’t meet the conditions will not be granted.

Route one: deletion when the company never started

The Commercial Register Act lets a private limited company apply to the registrar for deletion if it has not commenced activities, and all members of the management board and all shareholders confirm it. This suits a company that was registered but never traded, invoiced or took on obligations.

Before deleting a company this way, the registrar checks the general conditions in the Commercial Register Act: the company has no assets according to the land register, ship register, commercial register or Estonian register of securities, it is not a party to court, criminal or enforcement proceedings, and the persons and authorities listed in a ministerial regulation have consented. They can refuse only if there are claims against the company or tax control is being carried out. The registrar also publishes a notice of the planned deletion in Ametlikud Teadaanded before deleting the company.

Route two: dissolution and liquidation

A company that has traded is closed by dissolving it and then liquidating it, following the Commercial Code. With one owner who is also the only board member, you carry out most of these steps yourself or through your service provider.

1. Decide to dissolve. The shareholders pass a dissolution resolution with the majority the Commercial Code and the articles of association require. The board presents the latest annual report and an overview of the current year.
2. Register the dissolution. The board petitions for the dissolution to be entered in the commercial register, with the resolution attached. The state fee for the entry is €25 (source: riigiteataja.ee, checked 3 Oct 2026). Deletion from the register at the end carries no state fee.
3. Notify creditors. The liquidators, who are the board members by default, publish a liquidation notice in the official publication Ametlikud Teadaanded, which has its own state fee, and send a notice to known creditors. Creditors have 4 months (source: riigiteataja.ee, checked 3 Oct 2026) from publication to submit claims.
4. File the liquidation report. The dissolution resolution ends the current financial year. The liquidators prepare a liquidation report, the shareholders approve it, and it is filed within 4 months (source: riigiteataja.ee, checked 3 Oct 2026) of the resolution. If the liquidation lasts more than a year, an interim liquidation report is needed at the end of each further financial year.
5. Wind down. Collect what the company is owed, pay its debts, end contracts, file the final tax returns and cancel VAT registration if it has one.
6. Prepare the final liquidation report, including a plan for distributing any remaining assets, and present it to the shareholders for examination.
7. Distribute what is left. Remaining assets go to the shareholders only after creditors are paid or secured, and not earlier than 6 months (source: riigiteataja.ee, checked 3 Oct 2026) after the dissolution entry and the liquidation notice.
8. Apply for deletion. The liquidators petition for deletion with the final liquidation report, confirming that creditors have been dealt with and no court proceedings are pending. If the only shareholder is also the liquidator, the waiting period for shareholders to examine the final report doesn’t apply, but the minimum period after the dissolution entry and the liquidation notice still does.
9. Deposit the documents. The company’s documents are left with a depositary, whose details are entered in the register. The documents are kept in Estonia.

Taxes when closing

Closing a company has tax steps in Estonia and possibly in your country of residence.

• Money returned to shareholders. Payments on liquidation above the contributions shareholders made are generally taxed in Estonia like a profit distribution, under the corporate income tax on distributions. The payout calculator shows how a distribution is taxed on the Estonian side, and dividends, board member fees or salary explains the rules.
• Final returns. File form TSD for any final payments, and a final VAT return if the company is VAT-registered.
• Your own country. What you receive may also be taxable where you live. Check before the distribution.

What not to do

Letting the company lapse is not the same as closing it. If annual reports stop, the registrar sets a deadline with a warning, can impose fines, and can eventually delete the company from the register. What happens if your Estonian company has no activity explains the filings that continue while a company is quiet, and what an annual report involves covers the deadline and the process.

Before you start

A short checklist makes the process smoother:

• keep your service provider, legal address and accounting in place until the company is deleted, because the liquidation still needs bookkeeping and filings
• close subscriptions and contracts in the company’s name, and move or close domain names and accounts
• close the business bank account only after the last payments and distributions
• tell clients where to send any final payments

If you use a service provider, what to look for in an Estonian accounting service provider includes the questions to ask about ending the contract.